Thank you for standing by, and welcome to the Insmed meeting. I will now turn the call over to Mr. Lewis. Please go ahead.
Welcome, everyone, and thank you for joining us today. I am Will Lewis, Chair of the Board and Chief Executive Officer of Insmed Incorporated, and I will preside as the Chair of today's meeting. We're excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our shareholders. It is now shortly after 9:00 AM. Eastern Time on May 13th , and this meeting is officially called to order. All of the members of our Board of Directors are with us today, and I would like to introduce Elizabeth Anderson, David Brennan, Clarissa Desjardins, Leo Lee, Carol Schafer, and Melvin Sharoky. As you know, David McGirr is not standing for re-election, and I would like to take a moment to thank David for his years of excellent service as a Director.
In addition, Michael Smith, our Chief Legal Officer and Secretary, and Sara Bonstein, our Chief Financial Officer, are also in attendance. Mr. Smith will serve as secretary for this meeting. Joel Wagner of Ernst & Young, the company's independent registered public accounting firm, is in attendance and available to respond to appropriate questions during the question-and-answer period. Now, let's turn to our formal agenda. The agenda for the meeting and the rules of conduct for the meeting have been posted on the virtual shareholder meeting site. The rules of conduct include instructions for shareholders to submit questions. We ask that participants abide by these rules. As set forth in the rules of the meeting and in our corporate governance documents, the only matters to be discussed and acted upon by the shareholders at this meeting are as set forth in the agenda and as further described in the proxy statement.
This meeting is being held pursuant to the notice of the annual meeting of shareholders. This notice was distributed on or about April 1st, 2026, to our shareholders of record as of the close of business on March 6th, 2026. Our proxy statement and annual report on Form 10-K for fiscal year 2025 were made available to our shareholders of record at the same time. The board of directors has appointed Louis Larson of Broadridge Corporate Issuer Solutions, our stock transfer agent, to act as the inspector of election, and he has taken the oath of office of the inspector of election. The secretary will file this oath with the minutes of this meeting. Mr. Larson will, one, determine the number of shares outstanding and the voting power of each such share.
Two, determine the shares represented at the meeting and the validity of proxies and ballots, t hree, count all votes, and four , determine and retain for a reasonable period a record of the outcome of any challenges made to any of his determinations. Broadridge has delivered an affidavit attesting to the fact that either, one, notice of internet availability of the notice of the meeting, the proxy statement, and the 2025 annual report on Form 10-K, or two , the documents themselves were mailed on or about April 1st, 2026 to each shareholder of record as of the close of business on March 6th, 2026. Such affidavit will be filed with the minutes of this meeting. Broadridge has provided me with a list of the shareholders of the company entitled to vote at this meeting as of the record date.
This list has been on file at the principal office of the company for inspection during normal business hours since April 8, 2026, as required under Virginia law, and will be available for inspection throughout this meeting by any shareholder on the website used to access this meeting. The inspector of election, Mr. Larson, has been instructed to take custody of all proxies as well as the list of shareholders, and the list of shareholders will be filed with the minutes of this meeting. As of the record date, there were a total of 215,852,149 shares of common stock outstanding and entitled to vote.
We are informed by the inspector of election that a total of 197,429,533 shares, or approximately 91% of the shares of common stock outstanding and eligible to vote as of the record date, are represented at this meeting, either in person or by proxy. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present. Mr. Smith, may we open the polls?
Yes, it is now 9:04 A.M. on May 13th, 2026, and the polls for voting on all matters are open. All shareholders entitled to vote at this meeting have the ability to do so online. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you've already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and then we'll provide a preliminary report.
Thank you. We will now turn to the items to be acted upon by shareholders at this meeting. Item number one is election of class two directors. Under the company's articles of incorporation, the members of the board of directors are divided into three classes, with one class of directors standing for election each year to serve for three-year terms. I introduced our directors who are present today at the beginning of the meeting, including those standing for election. The first item of business today is to elect two class two directors, Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D., to serve until the 2029 annual meeting of shareholders. There were no nominations by shareholders submitted to the company prior to this meeting in accordance with our governance documents. Nominations are therefore closed. The board unanimously recommends a vote for each of these two director nominees.
Item number two is advisory vote to approve the compensation of named executive officers. The second item is to conduct an advisory vote on the 2025 compensation of our named executive officers as disclosed in the proxy statement. The board unanimously recommends a vote for the approval on an advisory basis of the 2025 compensation of our named executive officers. Item number three is the ratification of appointment of independent registered public accounting firm. The third item of business is shareholder ratification of the appointment by the audit committee of Ernst & Young as our independent registered public accounting firm for the year ending December 31st, 2026. The board unanimously recommends a vote for the ratification of the appointment of Ernst & Young in this capacity. That concludes the matters to be voted on at this meeting.
Please submit any questions pertaining to these matters via the web portal. We will pause briefly for any questions to be submitted. The polls are about to close, so if you have not yet voted and wish to do so, please vote now. No questions have been submitted on the proposals. Since everyone has had the opportunity to vote, the polls are now closed. The secretary will now announce the preliminary vote results.
The inspector of election has delivered the preliminary vote report. Based on this report, the two nominees for election to the board have been duly elected. The 2025 compensation of the named executive officers have been approved by advisory vote, and the appointment of Ernst & Young as our independent registered public accounting firm for 2026 has been ratified. We will file the final report of the inspector election with the minutes of this meeting. We expect to provide the final shareholder voting results as certified by the inspector of election on a Form 8-K to be filed with the Securities and Exchange Commission within four business days of this meeting.
Thank you, Mr. Smith, and thanks to everyone who participated today. The meeting is now formally adjourned.
This concludes today's meeting. You may now disconnect.